Key Takeaways
- Foreign-owned Seychelles companies must keep accounting records that reflect a true and fair financial position, with duties set under the International Business Companies Act.
- Records must be held in line with the registered office requirement and retained for a defined period, with copies lodged on a bi-annual basis.
- Audit requirements depend on thresholds, and not every company will be obliged to prepare audited financial statements.
- Failure to maintain or lodge records can trigger penalties and inspections, making consistent bookkeeping a core compliance task for non-resident owners.
Accounting and Bookkeeping Obligations for Seychelles Companies: An Overview
Every company formed under Seychelles law must keep reliable accounting records, lodge them at its registered office twice a year, and retain them for seven years. This is a real, enforceable obligation, not a formality, and it applies even to dormant entities with no transactions. The duty flows from the International Business Companies Act, 2016, as amended in 2021, and is supervised by the Seychelles Financial Services Authority through licensed corporate service providers. Guidance on the deadline schedule is published in the regulator's own FSA FAQs.
This article explains what records you must keep, where, for how long, who must prepare an annual financial summary, and what happens if you fall behind. It is written for non-resident owners of a Seychelles IBC, foundation, or partnership, and the advisers who manage their compliance from abroad.
The Legal Basis: Record-Keeping Duties Under the International Business Companies Act
The controlling statute is the International Business Companies Act, 2016. Its accounting rules were reshaped by the International Business Companies (Amendment) Act, 2021, which took effect on 6 August 2021 and introduced the obligations that most foreign owners now face.
Section 174 sets the duty to keep reliable records; section 175 governs where they must be held and the bi-annual lodging schedule that became effective from 1 January 2022. A separate provision, section 169A, places a parallel seven-year preservation duty on the registered agent.
The reforms responded to OECD transparency and information-exchange standards rather than to any domestic tax need. Oversight sits with the Financial Services Authority, which licenses corporate service providers, inspects their files, and may withdraw a licence for failures. The regulator clarified the deadline mechanics in FSA Circular No. 9/2021.
Accounting records are not filed with any government registry or online system. You satisfy the obligation by lodging records with your licensed registered agent, who holds them at the Seychelles registered office for possible inspection.
Seychelles Company Incorporation in Seychelles
Set up your company in Seychelles with Expanship handling registration end to end.
Which Companies and Entities Must Keep Accounting Records
The record-keeping duty reaches widely. It binds every IBC, foundation, limited partnership, and trust formed or registered under Seychelles law.
Dormancy buys no exemption. A company with no significant transactions must still keep records on a continuous basis, lodge them twice a year, and produce them on request.
The obligation also survives the life of the entity. Companies that are struck off, dissolved, or deregistered must still ensure outstanding records reach the registered office by the next January or July deadline following the event.
Where the rules diverge is in the additional duty to prepare an annual financial summary. That extra step turns on two defined terms:
- A large company is one with annual turnover above SCR 50,000,000 (about USD 3,750,000 at the indicative rate as at 30 August 2021).
- A holding company is one with no trade or business of its own that holds interests in other companies or assets.
From 6 February 2022, a large company, or a non-large company that is not a holding company, must prepare the financial summary. A non-large company that is also a holding company keeps the bi-annual records but is spared the summary.
What Counts as Accounting Records: Documents You Must Maintain
The Act defines accounting records by content, not format. They are the documents that explain a company's assets and liabilities, its receipts and expenditure, and its sales, purchases, and other dealings.
In practice that means bank statements, invoices issued and received, contracts and agreements, receipts, vouchers, and title documents. The list is illustrative rather than closed; anything that evidences a transaction belongs in the file.
Records may be kept in original or electronic form, so long as they are complete, accurate, and accessible. No statutory template applies, and the records are neither a tax return nor a public document.
The governing test is sufficiency: the documents you hold must give a true and fair view of the company's financial position and explain how it got there.
Seychelles Ongoing Compliance in Seychelles
Keep your Seychelles entity compliant with filings, returns, and statutory obligations.
Standards for Reliable Records: Showing a True and Fair Financial Position
Section 174 sets a functional standard rather than an accounting one. Records must show and explain the company's transactions, allow its financial position to be determined with reasonable accuracy at any time, and permit accounts to be prepared.
No specific framework, neither IFRS nor a local GAAP, is imposed on a standard IBC. The bar is "reliable," not "audited."
That standard is lighter than many newcomers expect, but it is not an invitation to keep nothing. A complete absence of records is treated as a serious anti-money-laundering risk indicator and can trigger inspection and penalty.
One category sits outside this relaxed regime. A licensed Virtual Asset Service Provider must prepare audited financial statements under the Virtual Asset Service Providers Act 2024, follow IFRS, and submit them to the regulator within six months of year-end.
Where Records Must Be Kept and the Registered Office Requirement
Since 6 February 2022, accounting records must be sent to and kept at the company's registered office in Seychelles on a bi-annual basis. The office is provided by your licensed registered agent, an International Corporate Service Provider supervised by the Financial Services Authority.
You may hold the originals somewhere else, including outside Seychelles, provided you tell the registered agent in writing where they physically sit. If that location changes, written notice of the new address must reach the agent within 14 days.
The records stay private. They are not filed with the Registrar and not open to public inspection, but the authorities keep the right to call for the originals at any time.
Three parties may inspect records held at the registered office: the Financial Services Authority, the Financial Investigation Unit, and the registered agent itself. The regulator publishes the list of licensed corporate service providers, and an unlicensed intermediary cannot lawfully act for your company.
Seychelles Seychelles Incorporation Pricing
See transparent pricing to incorporate and maintain a company in Seychelles.
How Long Records Must Be Retained
Hold every record for at least seven years from the date of the transaction or operation it documents. The clock runs from each transaction, not from any year-end or filing date.
A separate duty falls on the registered agent under section 169A. The agent must preserve, for at least seven years, the registers of members, directors, and charges, plus any accounting records in its possession, even after the company is struck off or dissolved.
The retention period does not reset on dissolution. A struck-off or deregistered entity must still lodge outstanding records, and the seven-year period continues to run from the original transaction dates.
Preparing the Annual Financial Summary and Financial Statements
Companies that fall within the relevant category must prepare an Annual Financial Summary and keep it at the registered office within six months of the financial year-end. The summary is a condensed statement of financial position; in practice service providers compile an income statement and a balance sheet.
The financial year defaults to the calendar year. Directors may change it by resolution, but the change must be notified to the registered agent within 14 days.
Who must prepare the summary depends on the company's profile:
| Company type | Annual Financial Summary required? |
|---|---|
| Large company (turnover above SCR 50m) | Yes, within 6 months of year-end |
| Non-large company that is not a holding company | Yes, within 6 months of year-end |
| Non-large company that is also a holding company | No, bi-annual records only |
The regulator has not published a prescribed form name for the summary and indicated that further guidance on its content would follow. A company that goes further and prepares full annual financial statements may file them with the Registrar, but is never obliged to.
Audit Requirements and Thresholds in Seychelles
For a standard IBC, there is no audit. The Act imposes no general audit duty, sets no turnover threshold that triggers one, and does not require you to appoint an auditor. This is a deliberate design choice in the Seychelles framework, not an oversight.
Two exceptions matter. A licensed Virtual Asset Service Provider must submit audited IFRS accounts to the regulator within six months of year-end. Entities carrying on regulated activities, such as banks, insurers, mutual funds, and securities dealers, face audit duties under their own sector statutes, including the Insurance Act 2008 and the Securities Act, rather than under the IBC Act.
Some owners commission voluntary audited statements or management accounts anyway, often to satisfy a bank, an investor, or controlled-foreign-company reporting in their home country. That is a commercial decision, not a Seychelles legal requirement.
Bi-Annual Lodging of Records and Practical Bookkeeping Steps
The core operational duty is the twice-yearly lodging schedule set out in FSA Circular No. 9/2021. Two fixed dates govern the year:
| Period covered | Records due at registered office by |
|---|---|
| H1, January to June | 31 July of the same year |
| H2, July to December | 31 January of the following year |
These are minimum dates, not the whole obligation. You must keep records on a continuous basis and be able to produce them to the authorities at any time, regardless of where the next deadline sits.
What you lodge is records and supporting documents, not an audit pack. Most registered agents accept a clean PDF set in date order:
- Bank statements for the period
- Invoices issued
- Invoices received
- A simple general ledger or transaction export
The workflow runs from you to your agent, not to any government system. The owner or accountant assembles each half-year set and transmits it to the licensed registered agent, who holds it at the registered office. A struck-off or dissolved company is not released from this; outstanding records must reach the office by the next 31 January or 31 July.
Penalties and Inspections for Non-Compliance
The cost of getting this wrong climbed sharply with the 2021 amendments. Breaches of the record-keeping and location rules now carry a discretionary penalty of up to USD 10,000, and both the company and any director who knowingly allows the breach can be fined.
The amounts vary by the provision breached and how long the failure continues:
| Breach | Exposure |
|---|---|
| Failure to keep reliable records (s.174, base Act) | USD 100 plus USD 25 per day continuing |
| Location and lodging breaches (s.175, as amended) | Discretionary fine up to USD 10,000 |
| Range commonly applied per breach | USD 2,000 to USD 10,000 |
| Annual return furnishing breach (s.171(4)) | Discretionary fine up to USD 5,000 |
Penalties bite per breach, not per year. Missing several lodging deadlines and the financial summary together can stack into compounding exposure.
Strike-off is the other lever. The Registrar may remove a company from the register for failing to keep required records or registers, or for unpaid penalties and annual fees. An unpaid annual fee attracts a 10% surcharge up to 90 days late and 50% beyond that, and a company more than 180 days in arrears may be struck off and dissolved on the 181st day. Restoration is possible within seven years under section 276, but only after all outstanding fees and penalties are cleared, and the company's legal personality is suspended in the meantime.
Enforcement is active. Since February 2022 the Registrar has carried out on-site inspections to verify that entities keep reliable records, and both the Registrar and the Financial Services Authority can investigate, fine, suspend, or strike off. In serious cases involving fraud or money laundering, directors may face prosecution under the Anti-Money Laundering Act or the Penal Code, including imprisonment.
Conclusion
The Seychelles record-keeping regime trades a low documentary standard for two non-negotiable disciplines: lodge your records at the registered office by 31 July and 31 January, and keep everything for seven years. There is no audit and no public filing for an ordinary IBC, which makes the obligation administratively light, but the per-breach penalties and active inspections make casual neglect expensive.
Decide now who will assemble each half-year record set and confirm with your registered agent how it should be delivered. If your turnover or structure brings you within the annual financial summary rule, build the six-month preparation window into your calendar before the first year-end passes.
How Expanship Can Help Your Business in Seychelles
Expanship prepares and maintains the bi-annual accounting records for your Seychelles entity, compiles the annual financial summary where it is required, and coordinates lodgement with your registered agent ahead of each deadline. Alongside that, we manage the full compliance cycle for foreign-owned companies, from formation through ongoing administration.
- Company incorporation and structuring for IBCs, foundations, and partnerships
- Registered agent and registered office services through licensed providers
- Ongoing compliance, deadline tracking, and filing management
- Accounting and bookkeeping, including bi-annual record packs and financial summaries
- Economic-substance and beneficial-ownership support
- Banking introductions for non-resident owners
To review your accounting obligations and set up a record-keeping schedule that holds, contact Expanship Seychelles.
Frequently Asked Questions
Yes. A company with no significant transactions is not exempt; it must keep records on a continuous basis, meet the bi-annual lodging schedule, and produce documents to the authorities on request. Even a nil position must be evidenced and lodged.
No. A standard IBC is never required to file accounts with the Registrar, and records are not public. The records are lodged with your registered agent and held at the registered office, available only to the Financial Services Authority, the Financial Investigation Unit, and the agent itself.
Records covering January to June are due by 31 July of the same year, and records for July to December by 31 January of the following year, as set out in FSA Circular No. 9/2021. These deadlines are the minimum; you must keep records current throughout the year and be able to produce them at any time.
For an ordinary IBC, no audit is required and no turnover threshold triggers one. The exceptions are licensed Virtual Asset Service Providers, which must file audited IFRS accounts within six months of year-end, and regulated entities such as banks and insurers, which face audit duties under their own sector laws.
At least seven years from the date of each transaction or operation. The period runs from the transaction itself, not from a year-end or a dissolution date, so a struck-off company must still preserve and lodge records covering the prior seven years.
Breaches of the record-keeping and location rules carry a discretionary fine of up to USD 10,000, applied to the company and to any director who knowingly allowed the failure. Penalties apply per breach rather than per year, and persistent failures can also lead to strike-off and dissolution.
Legal Disclaimer
The information provided in this article is for general informational purposes only and does not constitute legal, tax, or professional advice. While we strive to ensure the accuracy and timeliness of the content, laws and regulations are subject to change, and the application of laws can vary widely based on specific facts and circumstances.
Readers should not act upon this information without seeking professional counsel tailored to their individual situation. Expanship and its authors disclaim any liability for actions taken or not taken based on the content of this article.
For specific advice regarding your business setup, compliance requirements, or any legal matters, please consult with qualified legal and tax professionals in the relevant jurisdiction.
